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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 19, 1998
ADAPTEC, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-15071 94-2748530
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(State of Incorporation) (Commission File (I.R.S. Employer
Number) Identification No.)
691 S. MILPITAS BLVD., MILPITAS, CALIFORNIA 95035
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 945-8600
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N/A
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(Former name, former address and former fiscal year, if
changed since last report)
This document consists of 3 pages, excluding exhibits, of which this is page 1.
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ITEM 5. OTHER EVENTS
The information which is set forth in the Registrant's News
Release dated February 19, 1998 is incorporated herein by
reference.
Several putative securities class actions have been filed in the
United States District Court for the Northern District of
California against Adaptec, Inc. and certain of its officers and
directors. The actions, Murphy, et al. v. Adaptec, Inc., et al.,
No. C 98-00224-CAL (N.D. Cal.)(filed January 21, 1998), Raiken
et al. v. Adaptec, Inc., et al. No. C 98-0282-SI (N.D.
Cal.)(filed Jan 26, 1998), Shaheen et al. v. Adaptec, Inc. No. C
98-0355-BZ (N.D. Cal.)(filed January 30, 1998), Haarman et al.
v. Adaptec, Inc. et al. No. C 98-00538-CRB (N.D. Cal)(filed
February 20, 1998) and Hammond et al. v. Adaptec, Inc. No. C
98-20072-JW (N.D. Cal)(amended action filed February 10, 1998),
all allege that the Company made false and misleading statements
at various time during the period between April 1997 and January
1998 in violation of the federal securities laws. The complaints
do not set forth purported damages. The Company believes the
lawsuits are without merit and intends to defend itself
vigorously.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Text of Press Release dated February 19, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 19, 1998 ADAPTEC, INC.
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Registrant
\s\PAUL G. HANSEN
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Paul G. Hansen, Vice-President, Finance
and Chief Financial Officer
(Principal Financial Officer),
Assistant Secretary
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INDEX TO EXHIBITS
EXHIBIT Description
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99.1 Text of Press Release dated February 19, 1998
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EXHIBIT 99.1
NEWS RELEASE
ADAPTEC ACQUIRES SYMBIOS
MILPITAS, Calif. -- February 19, 1998 -- Adaptec, Inc. announced today that it
has signed an agreement to acquire Symbios, Inc. in a cash transaction valued at
$775 million, including assumed liabilities. Symbios, a privately held company
based in Ft. Collins, Colorado., is a wholly owned subsidiary of Hyundai
Electronics America. Symbios' 1997 revenues were approximately $620 million, and
the company employs about 2500 people worldwide. Completion of the transaction
is subject to regulatory approval under the Hart-Scott-Rodino Act.
Adaptec Chairman, CEO and President Grant Saviers said "We believe this move
will benefit our markets, our customers and the employees of both Adaptec and
Symbios. These two companies have been focused on the goal of better information
movement inside computers and between computers, peripherals and networks. We
believe this combination will allow us to bring new customers and relationships
into the fold. We are delighted with this acquisition and believe it will
enhance our opportunity for long-term growth."
Dr. C.S. Park, CEO and President of Hyundai Electronics America, said: "We are
excited that a company of Adaptec's experience and market ability has embraced
this excellent organization. We expect Symbios to continue on the great growth
path that it has established as a part of Hyundai and as it becomes an integral
component of a new and larger Adaptec."
Assuming the necessary regulatory clearances are obtained, Adaptec will complete
the transaction by purchasing all of the outstanding stock of Symbios for cash,
using a portion of Adaptec's cash reserves and some borrowings.
This acquisition will be accounted for under the purchase accounting method.
Adaptec will evaluate the allocation of the purchase price to assets acquired,
which include in-process technology that will be written off, and goodwill which
will be amortized over the benefit period.
About Adaptec
Adaptec provides bandwidth management technologies for organizations building
the global information infrastructure. Its high performance I/O, connectivity,
and network products are incorporated into the systems and products of major
computer and peripheral manufacturers. Founded in 1981 and headquartered in
Milpitas, Calif., Adaptec (NASDAQ: ADPT) employs 3500 people worldwide in
design, manufacturing, sales, service and distribution. Adaptec's home page is
http://www.adaptec.com.
